Another little teasing one shot. Enjoy! Review, if you please!

I don't own anything to do with OUAT.

She must be trying to distract me at this point. How can anyone get any work done when she's up there, sitting on the edge of her desk... and that dress. What the fuck is she doing wearing that dress? Usually she's in a tight skirt and a blouse... but she's wearing that dress today.

That black dress that makes it obvious that she doesn't need a bra to hold anything up... that black dress that might be painted on if the fabric weren't visibly cascading down, separating only in the right places to reveal her thighs. And those legs... those legs-

"Time's up."

Goddamnit. I haven't written anything. What can I do? She's gliding around the room collecting papers and I have nothing. I rest my forehead in my hands and will the words to write themselves before she makes it to the back row where I sit, on purpose, so I can daydream. I really need to stop doing that. I just get so lost in my own thoughts and she is so very stunning that I can't even help myself. I spend all class and much of my day afterward wondering what it might be like to see what could lie beyond fantasy.

Her impossibly high heels stop clicking at my desk. I see her outstretched palm and I consider pressing my cheek to it, but that would just be weird. I put my blank paper there, instead, and I avoid eye contact. She stalls for just a moment, but moves on without acknowledging me, either way. As she leaves, I find I'm out of breath. Had I forgotten to breath the whole time? I try not to be rude, but you try not to stare at how a Goddess moves when she walks away from you.

I was glad, for once, that she didn't speak to me. I was embarrassed enough at my poor showing, and on an exam, no less. The silence fades as everyone begins to pack up their things. All I brought was a pencil and this notebook, but I am the last one headed for the door. If I'm honest, I just want any excuse to steal one more glance. That dress is too much for this class. I mean, it's not enough. She's getting up from her desk. Why is she getting up from her desk? Why is she coming over here? Has she noticed me being weird again?

"Emma? Did you hear me?"

She breaks through my internal freak out. She had been speaking to me and I hadn't heard her. I do love when she says my name, though.

"Sorry," I mutter, spinning on my heel to leave. Her hand catches my arm firmly and I am being pulled back toward the desks, all the way in the back. She doesn't let go until I am planted in my own desk once more. I frown, confused as she walks back to the front of the room.

She returns with the test booklet and puts it on my desk. She leans over and places both palms on its surface, her hair spills down into her face, but I'm having a hard time focusing because now I can kind of see down the front of that dress... "How about you actually do it this time, Miss Swan?"

That's all I heard. I assume she's talking about the work. Why can't I snap out of this?

She sighs heavily and turns a chair around so that she can sit in front of me, her legs crossed at the knee. Her bare legs, practically. She snaps her fingers and redirects my attention, "It's rude to stare."

"I'm sorry." I murmur for the second time that day.

"Don't apologize," she responds shortly, "do your work."

"Well, it's hard to do when you're sitting there watching me." That might be the most I've ever said to her. It is. It definitely is.

She is unfazed. She leans forward so she can make sure I'm listening, and she has the slightest hint of a smile going on, "I know. I do my work all class long while you watch me."

The direct conversation boosts my confidence, "Right, but you're a teacher. We're supposed to watch you."

Her smile broadens, "I'm not talking about students in general, but you are correct. I am a teacher, and you are here to learn," She reaches over, nudges my hand out of the way and taps my blank paper, "and what you need to learn, is to do your work. You have twenty minutes left."

I look down at my paper and press my pencil to the first line. I don't want to fill the test booklet prompt. I hate being told what to write. It turns writing from fun into a chore. Staring at the paper isn't getting anything done.

"I hate these test prompts." I complain aloud.

"15 minutes." Comes the simple reply.

I push my paper toward the edge of my desk and throw my hands up. I don't have it today and now I'm agitated. "You can take it now. I'm not going to get it done."

Wordlessly, she uncrosses her legs and reaches for my paper. The thin strap of her dress slips down her shoulder as she collects my miserably blank exam. She doesn't bother to fix it. She places the papers with the rest on her desk and rounds it to sit down. Without looking up, she nods toward the door, "I don't imagine you have much use for this class. I will mark you withdrawn so your grade point average doesn't suffer."

Uh. What?

I approach her desk tentatively. "I don't want to withdraw..." I clarify. My eyes wander again. Her shoulder strap still dangles down.

She regards me somewhat coldly, but nods toward the desk behind me, "then get that chair and bring it here. You have 12 minutes to finish your exam."

I drag the chair to the opposite side of her desk and busy myself with writing. It's tedious and I hate it. I'd rather write the things that happen in my head, but when she tells me time is up, at least I have something. I slide it across the desk and wait.

After a moment, she looks at me, "I expect much better from you, Miss Swan, but I'll accept this for now." She stands and sweeps a hand toward the door preparing to say something, I'm sure, but that misplaced strap is killing me. I reach over and slide it back over her shoulder and she stops in her tracks, her head swiveling slowly so she can look at me head on. Her eyes are intense and serious. I can't read her. What have I done? She draws her lips into a thin line and she walks to the door slowly, her hips swaying with all the femininity of Gaia. She reaches out and turns the lock. The click it makes is deafening.

I watch her close the blinds across the far wall until there is no possibility of anyone seeing either of us. My legs tremble when she approaches me, her hand on my lower back propels me forward until my hips press against her desk, pushing more until I am just bent at the waist, my fingertips on the desk top hold me up.

She's in my ear all of a sudden. I can feel her pressed up against me, her hands on my hips, her breath hot in my ear. "There is so much I could do to you right now."

She leaves me.

She rounds the desk and sits in her chair, this time reclining with her feet up, legs crossed at the ankles. She looks me in my eyes and she reaches up and pulls her shoulder strap down, first on one side, and then the other. She slides each arm out of the straps and plays with the edge of the fabric that covers her breasts, but her eyes never leave my face. Am I breathing? Breathe.

I don't know what she wants me to do.

She slides a hand down her thigh to the edge of a slit in the fabric and gathers a handful, pulling it along, she brings it up far enough that I can see her hip, but nothing else. She is very clearly not wearing any panties. No bra. No panties. It's just that thin, black dress that separates her smooth skin from the outside world.

She points to the floor beside her chair and snaps her fingers lightly. I don't know exactly what she wants when I get there, but I know where I'm supposed to be, and I get there in a hurry.

"On your knees."

I hesitate. I don't really like to present myself like this. But it's just us... no one else is watching and no one else will know. I sink to my knees and she swivels her chair, placing one foot on either side of my knees. She reaches down and taps the inside of my thigh. I spread my knees shoulder width apart and she is pleased.

Breathe.

She lets one side of her dress slip down over her breast, the beautiful flesh popping out with quite a satisfying little bounce. My throat feels so dry, but I'm entirely tuned in. I am captivated as she lifts a finger to her lips and wets it before trailing it around her nipple slowly. I am intimidated at how easily she maintains eye contact, even as she lets her hand creep down her abdomen and through the slit in the dress at her hip. I can tell by the way the fabric moves, she is touching herself. She is swirling a finger, at least, around her clit. She's wet.

I can hear it. I can hear her. I can *smell* her. "So you can focus," she assesses breathily.

Breathe.

I finally dare to move, reaching out to grab a piece of that dress. I want to see.

"No." She says simply, lifting her foot, her heel pressing into my collarbone as she pushes me back onto my haunches. She works faster, her breathing becoming a bit labored. She allows herself to break eye contact now, always coming back to me. I want to be annoyed, but I'll wait because this is something one doesn't get to see every day.

Her other hand disappears beneath the dress and she scoots down in the chair, her essence is just inches from my face, still I cannot see.

Fucking dress.

I can hear her slide her fingers inside herself as she rubs her clit. It sounds as though she should be sitting in a puddle by now.

At any movement, I am met with her heel, pressing me back into position. She comes... she bites her bottom lip and moans softly, her legs shaking as she spasms around her own fingers. Her scent permeates the room and I feel like I am going insane. Before I can complain, she composes herself, pulls her shoulder strap up, and speaks to me, "Next time, do your work when you're supposed to, and do it well. Maybe I will reward you."

She gathers her papers up and stacks them, tapping them on their edges to bring them into conformity. I haul myself to my feet. I have something to tend to at home. Myself, mostly. As I unlock the door and open it, she tells me to wait, "If I were you, I would consider writing an essay of apology to my professor for such poor effort." She pauses to read my expression. "I should have it on my desk tomorrow. It will determine the nature of our after-class meeting."

Breathe.

I rush home and begin the essay.

Miss Mills,

I'm writing to express my remorse for my poor performance in class earlier. I know you wanted me to put this on your desk...

It becomes a rambling set of paragraphs that only barely conceals my admiration for everything about her, but I email it to her faculty account before I can edit it because... I don't want to.

Three hours later I get a response. She thanks me for the effort I made... she enjoyed reading my essay and my apology is accepted. She asks me for my address...

She wants my fucking address. She doesn't tell me why and I don't ask. I just send it back.

Two hours later, there's a knock on the door. I open it and there she is in her dark wash jeans, her tight shirt, and her black leather jacket that fits like a tailored blazer. It doesn't matter what she wears, she looks incredible, and it looks like someone poured it on.

I stand there like an idiot because I have no idea of what to do until she puts her palm in the middle of my chest and pushes me into the apartment, closing the door behind us. She pins me up against the wall with her thigh between my legs and whispers into my mouth, "I've decided to give you a little reward now." And she kisses me.

It's deep and soft. My hands cup her neck, my fingers in her hair. Her tongue presses into my mouth and her hands move down to my ass, squeezing it hard before sliding her hands up to my breasts, just ghosting over them. She smiles into the kiss and I know it's because she felt my nipples harden. I bite her lip softly, playing the way I do, and she seizes my lower lip between her teeth hard. I know it's a warning. This is no negotiation. It is a gift from her to me and I am not to take anything more than she gives. She lets go, "If you want this, you will need to prove that you do." I move to run my hands up her sides and she grabs my wrists and pins them over my head as I kiss her back. She breaks the kiss too soon, "I'll see you in class tomorrow, Miss Swan," she says simply, slipping out as suddenly as she came in.

As soon as she's out of view I give my shaking knees a break and flop down onto the couch. My breath returns over the next couple of minutes as I process what just happened. I am painfully aware of the ache between my legs, but my chatty roommate will be home soon, so I can't relieve myself just yet.

I lean back and cross my legs, flexing my thigh muscles as I replay what happened. It was just a kiss, but it was so much more. I can feel where she touched me... all the blood in my body seems to be pounding so much harder in those places. My lip, where her teeth bit down, is on fire, but only because it misses the sensation. I need more. I want more of her. More from her. I consider the memory of her hands on my ass, how it felt to put my hands in her hair. I wanted to pull it. I wanted her to bite me harder.

I can't even believe any of this happened at all... she is beyond me. Out of my league. She tastes good, smells good, feels good... how am I supposed to go back to class and do anything? How am I supposed to prove my worth? I decide I want to ride this wave of longing into next class and see where it takes me.

As I settle in my room for the night, I send off a quick email and close my laptop. Thank you, Miss Mills.

I wake up excited for class, for once. My first class has been cancelled for the rest of the week, which means I can go straight to the only class I'm interested in at the moment.

I'm feeling a little emboldened. A little more confident. A little full of myself. She knows I want her, but I know she wants me as well. That has to count for something. I consider wearing a skirt for her, but I decide against it... I can't play all my cards at once. I don't usually wear a skirt. I pull my usual skinny jeans on followed by a tight, white tee and a thin cardigan. I step into my boots, lace them up, and grab my notebook and an apple before heading off.

She's sitting at her desk. She's not wearing the dress, but she's as stunning as ever in some sort of black overcoat, though I can't see what's beneath it. I'm going to do whatever I need to do to "prove" myself to her, but I'm going to do it my way, and to be me, I need to be able to play. I stop by her desk and place the apple on it, pushing it toward her just a little. She looks up at me for the briefest moment and I grin at her. I pick the apple back up and take a bite out of it, wiping the juice off my chin with the back of my hand and put it down on her desk again without looking at her before I retreat to my desk in the back.

I spend the class period participating, and trying my best not to stare. It's chilly in the room. My sweater protects me, but she is clearly cold. She has removed the overcoat and she's in a charcoal grey pencil skirt and a tight, silk blouse. I can see her nipples pressing against its confines. I imagine pinching them lightly between my teeth through the fabric as I run my hands up her abdomen and around her waist, pulling her hips to mine...

"Are you always somewhere else?"

Her tone isn't unkind, but I know it must be tiring trying to keep me focused in class, and there is a tinge of annoyance in her voice.

"I'm sorry, Miss Mills."

"I asked what you thought of the reading assignment, Emma."

She knows I didn't read a thing last night. "Uh. I thought it was very...engaging."

She lets her hand fall, her fingers skimming the top of my desk, "anything in particular that piqued your interest?" Her fingers brush just past my arm and I have goosebumps. She unravels my cockiness from earlier with ease. How unnerving.

"I thought the whole piece was very... mentally arousing."

One of the guys to my right laughs, but she doesn't acknowledge him. She makes her way back to the front of the room. Her perfume lingers at my desk long after she has left.

I manage to make it through the rest of the class, but I'm having a little trouble controlling my own breath again as I see the rest of the class file out. She looks at me finally and she taps her desk with a single finger. I get up and have to stop myself from looking too eager, making my way up to the opposite side of her desk again. She uses the end of her pen to slowly push the bitten apple toward me. I reach for it, but she pushes my hand away with the pen. She looks at my mouth and bites her lower lip. After a moment of unyielding eye contact, I bend down and pick the apple up by its stem with my teeth.

She sits back and crosses her legs again, her eyebrows lifted, waiting to see what I'll do if she gives me no direction.

Well, if she insists. I drop to my knees and I crawl around the desk to her, dropping the apple in her lap, but I don't wait for any further instruction. I lean up and kiss her from my knees, running my hands up her thighs. Our lips meet again and I bite her lip gently, reminding her of the night before. I want to take her breath away like she did mine. I want to be so close she can't push me away. I want to play.

I reach up and let my palm rest on the back of her neck before letting my fingers wander through the hair at the base of her neck so I can give it a tug, pulling her in, deepening the kiss. My other hand plays with the fabric of her top, itching to slide under, but she stops me. I can't help it, I'm impatient. I'm demanding. Maybe a little needy sometimes.

I pout a little, breaking the kiss, and sit back, my hands still on her thighs, my grip so close to her core, I can feel the heat radiating from her, "What can I do to prove myself to you?"

She peels my fingers off her thighs and looks at me with some irritation, "that will be on my terms."

I sit back and let my hands drop.

She reaches out and hooks a finger in the neck of my shirt, pulling me so I'm on my knees between her legs.

"I should spank you." She says, cupping my chin. She says it so seriously I'm unsure if I should be worried or turned on. "Maybe I could keep your attention in class. I really should have done so yesterday," she continues, stroking my hair, "but you are just so... pretty. I needed to relieve myself immediately."

I swallow involuntarily, "And now?"

She grins a very wicked kind of grin and she trails her fingertips down my jawline, "Oh, today? I can wait."